Autobots, Assemble! Chapter 2
by MiniKoontzy
Summary: Renouncing his old self, Galvatron struggles to overcome his own personal demons as he aids the Avengers and the various other hero teams on Earth. New dangers emerge from the shadows and old foes return for revenge. You lot begged me for a sequel so here it is. XD
1. Chapter 1: Wings of Darkness

**Autobots, Assemble!**

**Part 2: **

**Galvatron Rising**

**Chapter 1**

Pedestrians walked up and down the sidewalks near Avengers Mansion. Some were tourists and subsequently took snapshots on their phones or cameras, while others were natives to the city and barely gave the stately brownstone building with its wrought iron gate a second glance.

None of them would know until later that the famous superhero team now had another new member presiding in the sub-levels underground, and it was highly unlikely that they would know who he was to begin with. His name had been changed, true, but the newcomer was unknown to the world at large anyway. He hadn't exactly tried to flaunt attention the last time he had been on this planet, and the governments of various nations had worked hard to keep his species a secret.

He was no longer Megatron, fearsome leader of the Decepticon army. No longer would he strive to inflict pain on this world's inhabitants or ally with super criminals. No longer would he kill those who opposed him in combat.

No. That was not who he was anymore.

He was now Galvatron.

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"Down that way is Hank's lab. The training rooms are down this way – you can give 'em a go with your holo-form if you feel like it. Tony's armory is down this way. Ahead is the lift to ground level. I don't think you'll need to use that very often unless you want to just roam the upper halls or something, or if the mansion itself is attacked. That happens more than we care to admit sometimes. _Really_ gets old after a while."

Wasp cheerfully babbled on as she gave Galvatron a tour of the sublevels, happily pointing down various hallways and explaining what could be found and telling him of past adventures that had happened.

She turned a corner, peeking her head around it and beckoning him to follow. He turned the corner and found her hovering in front of a rather large doorway.

"And this is the Assembly Hall!" She finished grandly. "This is where we do most of our planning and stuff or hold conferences about different things."

A wall apparatus near the door lit up with lights. "Ah, hello Galvatron. I can see that Ms. Van Dyne is giving you the grand tour. Enjoying yourself?"

The large grey Cybertronian backed up, eyeing the talking wall apparatus with a hint of mistrust. Perhaps also a little surprise that the AI had already altered its programing and had addressed him by his new name.

"Oh! and that's Jarvis. He runs all the Mansion's systems for us and the different training room set-ups. Don't let the Ultra Magnus-y attitude fool you – he's really nice and helpful once you get to know him."

"Should you require anything during your stay with us, I will be more than happy to oblige." The AI stated. He directed his attention back to Wasp. "Also, Director Fury is scheduled to meet with the Avengers regarding Galvatron's presence here in a little over two hours. I suggest you conclude your tour by then."

"I'll be done _way_ before then, Jarvis." She reassured him. "Don't worry."

The wall apparatus flashed off as the AI transferred elsewhere in the Mansion.

She waved him onwards as she zipped past him. "Come on! There's a bunch more to see! You'll have to use your holo-form though! Otherwise you won't fit in the halls!"

Galvatron strolled after her. They crossed back through the main docking bay where Stark was already at work with fellow Avengers Vision, Ant-Man, and Hulk building a modified launch pad for the alien's vehicle mode. The three of them waved as the large grey mech went by.

"Do your best to keep up with her." Hank smiled. "Those wings may be little but she can still reach impressive speeds with them."

He nodded and kept following the little female size-changer to the lift. His mind drifted back to all those times he had thought her irritating and bothersome – now, he found her admirably energetic and so full of life and fun that it left him with the ghost of a smile on his face.

Even after spending the better part of a day with them he still felt awkward and out of place despite their efforts to prevent such a feeling. They had done nothing but be kind to him, both in word and action. Had Knockout felt the same when they had inducted him onto Optimus's team? Had he been just as surprised?

"Well? Come on then! Let's see that holo-form!" Wasp forced him out of his thoughts. "You _do_ have one, right?"

"Yes. Give me a moment to activate it." He said. "I only hope Unicron did not significantly alter it like he did the rest of my body. I have yet to test it since…since my reformatting."

Wasp patiently waited as he activated the hard-light hologram after shifting into vehicle form. It was best to use a holoform when in vehicle mode to prevent any kind of fall or tumble from occurring and severing the connection. He also took up less space this way.

A tall middle-aged man with black hair, black Kevlar body armor, red eyes, combat boots, and a trench coat walked around to the front of the idling alien aircraft. A scar disfigured his right cheek and a bracelet-like device sat on his wrist.

"Huh. Not bad." She observed. "Tony might need to alter it a bit to make you look less scary and intimidating, but nothing major or anything. What's the bangle-wrist-thingie do?" She gestured to the device.

The holoform eyed the device curiously. "I…I am uncertain actually. The holo-form _has_ been altered from what it originally looked like, but not by Unicron. The alterations are minor and mainly aesthetic. This must be Primus's doing."

She nodded. "I think it's a safe bet it _was_ his work. He seems to like meddling with people – but you know, a _good_ kind of meddling. He meddled with Knockout and that turned out alright. I'll bet the same will happen with you, too."

She sounded so certain that he found himself believing her completely.

The lift doors hissed open and she walked in, gesturing him in as well. It felt extremely awkward to be in a confined space with her.

Wasp helped with that awkwardness by continuing to chatter on until the lift dropped them both off at ground level.

He stepped out into the long hallway with its ornate wall lamps, carved corner columns, and polished tile floors. When Stark built a base of operations he went all out. Funding clearly wasn't an issue for him.

She grabbed his hand a practically dragged him down the hall and into the main foyer. A marble staircase led up to a second floor. Different halls split off into various other rooms. Under his feet, a massive calligraphic A in black tile made it obvious who this building belonged to.

He had the grace to let his mouth drop open. Wasp saw it and giggled. "You have the same look as Ratchet when he saw this place for the first time. It's funny how easy you Cybertronians are surprised by stuff. I mean, it's just a building. A really, really, really _nice_ building."

This time he actually did smile.

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"Tell us what happened, Ratch! Come on! Come on! Tell us! You haven't said a word since you got back!" Miko pleaded at his heels.

"Miko." Fowler scolded.

"I…actually kind of what to hear what happened, too." Rafael admitted shyly. "It's not every day that virtually every single superhero suddenly vanishes off the face of the planet for a half a day through randomly occurring Spacebridges."

Jack and his mother remained quiet, but it was pretty obvious that they wanted to have a re-cap of events as well.

"It would appear I'm outvoted on this, Fowler." Ratchet smiled. He also couldn't – wouldn't – disappoint Rafael's curiosity. He wanted to see his reaction when he told him _who_ precisely sent those 'bridges and what had come out of them.

He moved closer to them and sat, letting the three kids scramble onto his legs. The adults were content to simply lean against his pedes.

"It started when Jane got a conference call from the other Avengers…."

Ratchet went on to explain in vivid detail what had occurred before and after the battle for Cybertron. His audience listened with bated breath during those nerve-wracking moments during the fight when they'd though they were going to lose and cheered at the miraculous recovery and arrival of Onyx Prime onto the battlefield.

Miko personally whooped up a storm when he told of Unicron's defeat by Primus and Amorra's powerful spell of banishment on Surtur and his demons. Rafael grinned and giggled at Optimus and Magnus's predicament of being a landing pad for sparks. Jack merely smiled as the old medic described Winter Soldier's playful antics with his former partner, his dumb shock when the friendly planet had told him to act as a kind of temporary psychiatrist to Megatron, and his later return with the shamed mech.

"Ha! Unicron totally had that coming!" She declared. "Messing with superheroes and 'Bots never ends well for the bad guys – they get their butts totally kicked! I'm betting he actually thought he'd win, too!"

"I actually feel sorry for King 'Con now." Fowler admitted. "That whole thing wasn't really his fault at all. He met his end with a least a shred of dignity, and then Unicron yanks him back to use as a puppet in order to murder his twin."

"And I'm positive the Avengers are being as nice as can be to him, Fowler." June reassured him. "They were forgiving to Knockout, so they'll treat Meg – Galvatron – the same way. And what better way to make up for his mistakes than to actively help them defend Earth?"

"I think that was really nice of them." Rafael noted. "To give him that chance."

A murmur of consent rippled among the five humans. The tween had summed that up perfectly.

Jack idly tapped his hands against his side, his expression showing he was thinking over something. "I have a question: Was Primus the one to come up with that alternative? I have this nagging feeling that he just relayed it."

Ratchet shook his head. "As to that I have no answer. We automatically assumed it was his idea to begin with, but now that you mention it….Perhaps it _was_ someone else's idea."

"Whose do you think it was personally?" June asked curiously. "Optimus's?"

The medic shrugged. "I honestly have no idea, Nurse Darby. Maybe it was his idea, maybe it was someone else's, maybe it was even the _combined_ idea of multiple individuals working together in his favor. Whoever was responsible, they clearly _didn't_ want Galvatron to know of their involvement."

"So someone who thought he might be upset if he found out?" Jack asked.

Ratchet nodded slowly. "Quite possibly."

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Wasp had concluded her tour and had dragged Galvatron back to the launch bay so he could switch off his holo-form. This could have been accomplished anywhere really, but she probably wanted the others to see it too so they give their opinions – maybe they could even figure out together what the wrist-bangle-thingie did while they waited for Fury to come.

"Guys! We're back!" She called out cheerily. "And check out his holo-form! There's something on his wrist and he doesn't know what it is. I was hoping you guys could help figure out what it is and what it does. 'Cause I have no clue and he has no clue either…"

Iron Man, Vision, Ant-Man, and Hulk stopped their task to turn and look. Stark was the first to approach and examine the device.

"Hmm. It looks sort of like the wrist-mounted energy shield I built for Cap a while back, but the design is different in a number of ways. More advanced." The inventor noted curiously. "There's no on or off panel, so that must mean it's neuro-linked – your nervous system and mind control it."

"Is there anything else on your holo-form that wasn't there before?" Ant-Man asked.

Galvatron's holo-form stared at the man. How had he known that the holo-form had been aesthetically altered? There was no possible way for him to have heard his conversation over the noise of the power tools, not at that distance.

"Wasp left her ID card on. We overheard your conversation with her." He hastened to explain.

Ah! So that explained it.

"I did notice a strange weight on my back. It was more noticeable when I was moving than when not. The trench coat seems to be putting some sort of…pressure on that weight." Galvatron admitted.

All five Avengers exchanged knowing glances with each other. They evidently knew exactly what the source of that weight was, but were reluctant to tell him right away.

"Take the trench coat off." Hulk grunted.

Galvatron eyed the green gamma creature oddly before complying and removing the trench coat as asked of him. The uncomfortable pressure the coat had caused stopped and the strange weight lifted noticeably. Wasp's tiny hands flew to her mouth in shocked pleasure.

"Turn around and look." She suggested. "I think you'll like what he gave you."

Galvatron glanced behind him…and stared slack-jawed at what he saw.

A pair of massive black wings unfurled from his back, spanning easily fifteen feet when he spread them out fully. They looked like black versions of Angel's own wings, albeit more muscular in appearance, with black and silver armor attached to the main wing "arch".

Wasp shrieked happily and rushed him, latching onto his neck. "Another flying buddy! Awesome!"

He was too stunned to reply. Primus had given him a means of flight outside of his vehicle form. But why? Why go to the trouble to give him _two_ means of flight? Was he hinting to him that the holo-form would be used more often in the field that he originally thought?

"Go on! Let's see 'em in action! There's more than enough room in here!" Stark suggested.

Galvatron hesitated and then gave the newly acquired wings a few good flaps. He was off the ground for a few seconds before he wobbled uncertainly and fell ingloriously to the ground.

"It is more difficult than I expected." He commented dryly as Vision thoughtfully helped him back up. "Flying with these wings is far different than flying with those of an aircraft. They are more maneuverable then I anticipated."

Stark and Pym laughed. "You'll get used to 'em eventually. And if you ever need some help, I think Angel would come over in a heartbeat if you asked him. He's been flying with his wings since he was a teenager. He'd be more than happy to help you learn to use yours."

Jarvis sounded an alarm over the nearest wall apparatus, alerting them that Fury was awaiting their arrival in the Assembly Hall with the others.

"Come on then! Don't want to keep the Director of S.H.I.E.L.D waiting."

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Galvatron had been expecting Fury to be physically present at the meeting. He expected wrongly. When he made his way into the Assembly Hall, a holographic screen displaying S.H.I.E.L.D's Director was hovering over the table. Another hologram showed a young woman with black hair in a bob that was clearly not happy.

Fury was already deep in discussion with Captain America and Black Panther, while Ms. Marvel was dealing with the unhappy female S.H.I.E.L.D officer.

"Let me get this straight. You're telling me that a giant, sentient planet banished Megatron here and told him to help defend Earth?" The woman scoffed. She turned to the Director. "How much credence can we place on that statement, sir?"

"You dare accuse us of lying?" Thor snarled angrily, slamming Mjolnir onto the table. He glanced back when he heard someone enter and saw Galvatron standing quietly near the doorway, looking ill at ease and confused. "Would your opinion alter if you heard it from Megatron himself?"

"Depends." The woman replied testily. "How much trust would _you_ put in someone responsible for an interstellar murder spree and who _leveled a small town in a power show_? With a resume like that, placing any trust in him seems like a bad idea."

Galvatron winced.

"Stand down, Hill." Fury ordered sharply. "You've said enough."

Agent Hill gave in with bad grace, falling silent with a displeased frown on her face. She barely put up with the Avengers anyway – now they were accepting a war criminal onto their team? This was getting out of hand.

"Megatron? Can you confirm their statements regarding your banishment and long-term assignment? Is what they say true?" Fury continued.

He nodded. "I can, and it is. As recompense for my crimes, Primus banished me to Earth to legally pay back for them. I am to assist in the defense of this world by aiding the various superhero squadrons."

"Did he say for how long?"

"No. It is less about how long I am to assist and more how that assisting impacts me. This decision was mainly to satisfy my own need for punishment. Once I feel that I have paid for my crimes, I will be allowed to return to Cybertron."

Agent Hill snorted but wisely kept her mouth shut per Fury's orders.

"And the Avengers are vouching for you." Fury noted. "I'm not like Hill – I trust them. They've saved our sorry hides more times than I care to admit. And if they're willing to testify for your good behavior, then I'm willing to leave it at that. So long as you do what you say you will."

"And I will." Galvatron promised solemnly. "You have my word, however much you think it is worth."

Fury nodded. He seemed impressed by the sincerity in his voice. Hill, however, still looked skeptical. It became clear to Galvatron that words alone meant nothing to her without the actions to back them up.

"Meeting adjourned, then." Fury said.

Both holograms flickered and vanished. A distinct air of hostility now permeated the Hall. Thor and Hulk personally looked ready to go find Hill and pound some politeness into her.

Cap sighed and shook his head. "I should have known Hill would react that way to hearing about this. I'm sorry you had to put up with her, Galvatron. But as Fury's Second-in-Command she had a right to be at this meeting."

"No. Hill was correct." Galvatron said. "Words and promises are hollow without action to give them meaning. With my past offenses, both on my world and yours, she has every right to be mistrustful of me."

"She didn't have to be so rude about it." Ant-Man argued with a surprising amount of heat. "Rubbing it in your face like that was completely uncalled for and unnecessary."

"Her words were harsh but undeniably true, Dr. Pym. None of what I am guilty of can be denied, nor can I alter my past actions."

"Maybe not. But here's the chance to make up for your actions." Ms. Marvel pointed out with a smile. "So stop beating yourself up. It's not doing you any good."

"What is past is past and cannot be undone, but from here on out what you say and do will change you for the better." T'Challa said. "Do not let your guilt consume you, Galvatron. You must move past it – accept it and be done with it; otherwise it will continue to plague you."

Hawkeye clapped slowly. "Wow. That was deep even for you, T'Challa."

The Wakandan scowled playfully at him. Clint used sarcasm so much it was often difficult to tell when he was being serious. But despite that teasing note in his voice, there was an undercurrent of earnestness in it. He knew that Panther spoke from experience.

An alarm began blaring suddenly, red lighting flashing on and off around the Hall. A holographic map displayed a distress beacon coming from a vehicle near the Baxter Building.

"Avengers, the Wrecking Crew have just attacked an armored convoy currently transferring one of their own along with several other captured supervillains. Immediate action suggested if you wish to avoid civilian casualties."

Each Avenger exchanged eager glances. This couldn't have happened at a more opportune time. The Wrecking Crew would be the perfect test of Galvatron's abilities – they were simple, low intellect street thugs enhanced by gamma radiation.

"Time to see what you bring to the line-up, big guy." Hawkeye clapped him good naturedly on the back. "Let's see what you can really do with those holo-form upgrades the glow stick gave you."

Galvatron faltered. How could they be so certain about him already? He had no idea to use the wings, had yet to activate the energy shield on his wrist, and no idea how to deal with the Wrecking Crew or even who they were.

"Think of this as a field test, Galvatron." Vision said. "As battles go the Wrecking Crew are not difficult. They are strong but unintelligent."

"We need to hurry. The drivers of the various convoy vehicles can only hold their own for so long." Thor reminded.

Hulk grunted agreement and the Avengers darted out of the Assembly Hall with Galvatron at their heels.


	2. Just a Little Notice

**Note Regarding Coimthioch**

Note to the followers of the series "Coimthioch":

I thought this would turn into a better version of my Sign of the Zodiac series from earlier, with more characters and character dynamics, but I'm just not as satisfied with this story as my "Autobots, Assemble!" series that is currently ongoing (well technically Chapter 1 is done and now I'm working on some one-shots before continuing with Chapter 2 in order to give my brain time to rest up).

So I think I've figured out that I'm better with full-fledged crossovers than alternate universes. But don't worry – my OC's will not be going to the backburner. I love 'em too much for that to happen! (Especially Eli – little practical joker constantly demands attention)

In light of that, Coimthioch will be replaced by a full-fledged crossover between Wizard101 and TFP. I will try and finish the series just so I don't leave it off like I did SotZ, because I do have plot bunnies nagging at me, especially for Book Two - Eolas. I've even come up with the summary for that crossover: _**"An accident with a groundbridge hurls the Autobots and their three charges into the whimsical world of the Spiral! With the threat of Old Cob (Grandfather Spider) on the rise, heroes emerge out of the masses. Top students of Ravenwood they may be, but seven special teens may hold the fate of the entire Spiral in their hands." **_The title for such a crossover eludes me – maybe "Of Magic and Machines"?

And for those who've heard about my possible Kaijudo crossover, here's the possible summary for that: _**"When Rafael finds something strange on a conspiracy site revolving around the seaside town of San Campian, California, Team Prime goes to covertly investigate. They will soon discover that Earth holds many more secrets than they could ever have imagined." **_I still can't come up with a cool enough title for it.

And some of the summaries for my in-progress one-shots:

One-Shot: "Tis the Season": "_**Christmas is in the air and snow is falling on New York. When Team Prime comes to visit they find themselves in the middle of a city wide snowball war between the various hero squadrons – last team (and/or solo) standing wins. Hilarity ensues."**_

One-Shot: "Big Hero 6": _**"Who says college nerds can't fight bad guys? Big Hero 6 is called over to help contain out of control nano-bots being controlled by an old enemy."**_

One-Shot: "How to Train Your Predacon": _**"Predacon sparklings are a handful as Predaking, Darksteel, and Skylynx find out. For three clones versed more in warfare than childcare things get a little out of control…."**_

One-Shot: "Just Checking In…": _**"Optimus returns with Elita-One to check in on Galvatron; Optimus gets his promised vehicle mode from S.H.I.E.L.D, but it's not exactly what he'd expected."**_

One-Shot: "Wake the Dead": _**"What were all those 'Bots and 'Cons doing in Nifelheim? Ghost Recon explains how they were terminated, what happened afterwards, and their mission."**_

One-Shot: "Rescuers": _**"The Avengers, plus their newest addition, pay a visit to Griffin Rock and the Rescue Bots in an effort to help Galvatron rebuild his reputation. When A.I.M soldiers storm the island's laboratory searching for things to weaponize, he must work alongside Heatwave's team to keep the islanders safe from harm."**_

One-Shot: "Come Fly With Me": _**"Galvatron gets his first flying lesson with Angel. Things take a turn for the worse when Mutant Response Division helicopters show up and try to take them both down, resulting in a high-speed aerial pursuit through New York. Can a 'rookie' flier keep pace with a veteran while being shot at? **_


	3. Chapter 2: Wreck It!

**Autobots, Assemble!**

**Part 2:**

**Galvatron Rising**

**Chapter 2**

"So precisely who is this 'Wrecking Crew' we will be engaging?" Galvatron demanded over his comm. link as he made his way to the launch bay. The Avengers had gone up top to the Mansion proper in order grab their respective vehicles out of the side hangar/garage where they were stored. Why they didn't just employ the groundbridge they had used to reassemble Team Prime was beyond him, but maybe it had something to do with the fact that villain groups like A.I.M or Hydra could easily trace the massive burst of energy it caused.

Which meant Stark was being cautious and plainly did not want to make a situation direr by adding to the number of problems they were going to have to deal with.

[Not a big threat.] Cap replied. [They're four low threat street thugs enhanced by gamma radiation. Only two of them are armed. Known for their strength but –]

[They aren't really known for being very bright.] Hawkeye finished smugly. [Play your strategic cards right and they'll end up taking each other out by accident. Trust me when I say that energy shield is gonna come in handy.]

[Also they're above taking random civilian hostages to level the playing field. The Wrecker was dumb enough to pull that stunt with Jane a long time ago before our team fully formed and Thor pretty much beat the holy snot out of him.] Stark added in as a vital side note. [Clearly he didn't get memo about _not messing with the Asgardian prince's girlfriend._]

The sheer amount of sarcasm in his voice made Galvatron smirk. That was a simple lesson with Thor – mess with the pretty lady paramedic and you get your sorry fender handed to you on a silver platter. Asgardians as a rule tended to be very chivalric it seemed. He filed that information away.

"Would they be bold enough to hold a S.H.I.E.L.D officer hostage?" He wondered curiously.

[I wouldn't say they are above such an act, but I consider it highly unlikely they will do so due to the fact that convoy officers are always armed and have a decent amount of field training, along with being accompanied by a special agent such as Black Widow or Mocking Bird.] Vision informed him rather wordily. [I say it unlikely, but I will not say completely impossible. They simply prefer easy prey.]

Galvatron positioned himself on the modified launch pad. With a gentle lurch it reoriented to face a very large exit tunnel that spilled out into the river. He checked his internal navigation systems, locked onto the distress signal that the endangered convoy vehicle was outputting, and gunned his engine and thrusters.

A load roar echoed around the subterranean launch bay as the alien aircraft shot out in a blur of black and purple. Schools of fish wisely swam out of his way to avoid being rammed. Sunlight filtered through the water above and Galvatron angled upwards towards the surface. He breached the water's surface with a spectacular explosion of water before heading off into the city.

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It took him and the Avengers less than five minutes to zero in on the fighting. Black smoke billowed into the sky from a damaged convoy vehicle. S.H.I.E.L.D officers had taken shelter behind it and were repeatedly firing at a group of villains who were wantonly destroying things. A few officers were already unconscious and suffered broken limbs after clearly trying to charge the criminals.

The officers below spotted the intimidating aircraft in an instant. One of them activated a Bluetooth in his ear and hailed it and the Avengers on the common frequency: [Thank God you're here! I don't know how much longer we could've held out against these maniacs!]

"Tell your men to fall back, Wu. We've got this." Cap said.

[Yes, sir.] Wu replied respectfully. He was seen to motion with his hands and cry out the order to retreat to a safe distance so the heroes could work. The officers seemed relieved for both the aid and the drastically lowered chance of winding up in the Helicarrier infirmary that day.

[Civilians have been evacuated, Agent Wu.] A S.H.I.E.L.D officer reported in. [Area secured.]

[Good.] Wu answered. [That's less for them to worry about. Now we just have to hope that reporters have the sense to stay out of the line of fire…]

[I'll see to that, Wu.] A female voice with Russian inflections told him.

[Thank you, Agent Romanov.] Wu said. [The last thing we need is some half-cocked reporter trying to get good shots and getting caught in the crossfire.]

The common frequency conversation cut off as everyone readied for battle. Wu's men had retreated a good ways down the street and a red haired woman in black Kevlar kept a lookout from atop a nearby building – Black Widow, one of Fury's (if not _the_ best) special agents. She would ensure no one got in the way, and would intervene if the Avengers needed a little help.

"Let's send these bozos back to Ryker's!" Hawkeye shouted from his skycycle.

Hulk growled agreement and instantly leapt for Piledriver, swinging two big green fists at the criminal's face. Piledriver blocked the blows until Ms. Marvel blasted him in the chest and knocked him into the side of a building. He fell senseless to the ground.

Thunderball took notice of the scary looking black and purple aircraft hovering above the streets and took aim, hurling the wrecking ball upwards. To his surprise the aircraft gracefully dodged the attack. Just by the way it moved told him this wasn't your run-of-the-mill jet or pilot.

'_If there even is a pilot_.' He realized with a shock. Was there such a thing as a haunted jet? This couldn't be one of those Autobots – it was way too terrifying looking for a friendly 'Bot.

[Galv quit messing around with him.] Wasp told him. [Land on one of the buildings and use your holo-form. Remember, you're trying to look like one of us, and also you don't really have any weapons the way you are right now. Just stepping on these guys might kill them – and we don't kill.]

[They're gamma enhanced, but that doesn't make them as tough as Abomination.] Stark clarified.

[Understood.]

The jet pulled back and flew up to the same building where Black Widow was. Soundwave had done some research on her one bored day and he had been shocked to find that she was labeled as one of the deadliest women on Earth. She didn't exactly look the role.

"Ah. So you're the one that Fury warned me not to shoot on sight because you were with them now." She noted while scanning the streets below.

Galvatron hunkered down near her and switched on the holo-form, running over to the edge to see how the fight below was getting on. An aerial surprise attack would be good to use on the Wrecker, who was preoccupied with Thor and Cap. Bulldozer was dealing with Vision and Ant-Man. Hawkeye was helping move the injured S.H.I.E.L.D officers to safety with Panther's aid. Wasp was being a nuisance to all three villains – no surprise there.

"If you take out the Wrecker, the others will scatter." Black Widow told him. Did nothing surprise this woman?

The holo-form gave a curt nod and launched off the roof of the building, keeping his wings tucked in till the last second and then unfurling them just above the Wrecker's head, distracting him. Thor took his opening and brought his hammer down on the burly man's head. The Wrecker blocked it - barely and rather badly. Cap hurled his shield, striking him squarely in the mid-section, winding him, but he recovered quickly enough.

"Heh! So the Avengers have a new black sheep on the team!" Wrecker taunted to the black-winged flier above him.

Galvatron frowned and growled. That sentence alone warned him the villain was trying to antagonize him into a rage, but he was self-aware enough to realize that it was working and properly fight against it. That was one of the oldest tricks in the book.

This man wanted a fight, did he?

Then he was sure as the Pit going to give him one.

With a snarl of rage he swooped down and landed, summoning his energy blade he had been gifted with. He would use the shield only as a defensive item in this fight. Mercilessly he began hacking and slashing and swiping at the Wrecker who struggled to block the blows with his crowbar. Wrecker was an offensive fighter by nature – being suddenly forced into solely defensive moves had thrown him off balance.

It was all too easy for the ex-gladiator to force Wrecker against the side of a building, trapping him. He lifted the energy blade up and was about to bring it down when someone cried out "Galvatron! Look out!"

Something heavy and round and metallic rammed into him with two tons of force and sent him flying sideways and into the side of the damaged convoy vehicle. The vehicle flipped over on itself as the kinetic energy of the impact was transferred and the flier found himself lying on his side, pain lacing through his wings.

Thunderball laughed hoarsely. Wrecker soon joined him.

"This guy ain't so tough after all!" They sneered at him. This earned them another furious snarl as the flier struggled to ignore the pain in his wings and get up despite his injuries. He was not about to go down just yet. He'd dealt with pain far more agonizing over the centuries than possibly broken wings.

"A gladiator of Kaon is not defeated so easily." He hissed, keeping a firm grip on his energy blade. His red eyes flashed angrily, challengingly. It was an _open dare_ for them to do their worst – he would beat them anyway.

"Let's test that." Thunderball smirked. He hefted his wrecking ball and hurled it at him, aiming for his head. Right before his eyes the metal ball seemed to split in two and fly past either side of the Avengers' new guy, falling to the pavement harmlessly. The new guy twirled his blade with a flourish, smirking.

Wrecker charged him with a bellow of anger, swinging his crowbar with all his might. To his consternation it impacted against an energy shield, and the new guy didn't even flinch from the attack. Instead, he kicked him to unbalance him and swung the shield at Wrecker's face with enough force to knock him flat on his back and render him unconscious.

Down the street, the S.H.I.E.L.D officers stared at him in open-mouthed shock. Fury had told them the Avengers had a new member but _holy hell_ was this guy incredible! He'd just dealt with two members of the Wrecking Crew _by himself!_ That was a feat only Thor and the Hulk could boast!

Now that only left an unarmed Thunderball and Bulldozer to deal with, and Bulldozer was more or less dealt with – Thor and Hulk had both ganged up on the wanna-be juggernaut and were bashing him up with help from the rest of the Avengers. Needless to say, Bulldozer didn't stand the remotest of chances.

Thunderball made the idiotic choice to rush Galvatron when unarmed. He swung a right hook at him only to have Galvatron block him perfectly and kick his legs out from under him.

Galvatron planted a foot on the villain's chest and pointed his sword at Thunderball's throat with a smirk of victory. Thunderball's eyes went wide in fright as he assumed that he would actually kill him.

"As I said, defeating a gladiator of Kaon is no small task. Only Soundwave and Optimus Prime himself can boast such an accomplishment. You were doomed to defeat before you even challenged me."

"Y-You're one of _them_, aren't you?" Thunderball stammered, keeping a wary watch on the energy blade held mere inches from his neck. This new guy wasn't joking around.

To his relief, the new Avenger (apparently named Galvatron) lifted his blade away from his neck and turned to address Captain America, though he still kept his booted foot on his chest to keep him from running off or squirming.

"Captain, I have this one secured." He called over to him. "Are the others dealt with?"

"Yep." The super soldier replied. "Let's drag them over to the undamaged convoy vehicles and let S.H.I.E.L.D finish transferring them. There should be power-dampening cuffs in them. Since yours is still alert, make sure to keep a strong grip on him, alright?"

Galvatron nodded and forced the villain to his feet. Thunderball was wise enough not to struggle and let the black-winged flier escort him over to one of the undamaged vehicles and let him clamp on the specialized cuffs without fuss. He apparently figured out that fighting him was not a good idea.

The S.H.I.E.L.D officers were quick to return to their respective posts and thank the team for the much needed assistance. One of them, upon being told that the new guy was really the holo-form of a Cybertronian, _completely geeked out_ with a very girlish sounding squeal that resulted in pretty much everyone staring at him like he was a nutcase.

"No way! Can I see what you look like – like, for real? I mean what you actually look like?" He sounded British. "I've never gotten to see one your species before! Well I mean I have via the Internet and descriptions from Quartermaine, but never up close and personal!"

"I don't think that's a good idea, Fitz. But he is parked up on that building over there with Widow. You can at least get a look at his vehicle mode." Wu said. "I'll have Natasha take some snapshots – ah, with your permission of course, sir."

"I have no argument against it." Galvatron said. "But I say let the scientist have his fun, so I will humor him and drop this disguise."

Fitz gave another girly squeal as the holo-form flickered and vanished. Honestly, if there was ever a man who looked ready to spontaneously combust from sheer pent-up excitement alone, Fitz was it. Galvatron found it quite funny, personally.

Up on the rooftop, Widow turned to the alien aircraft with a sassy-looking smile. "You big suck up. You just want a chance to show off to the resident geek, don't you? And watch him squeal, run circles around you and faint like a fanboy."

The aircraft's engine rumbled in a chuckle. "Guilty as charged, Black Widow. And personally I don't see the harm in it, do you?"

Natasha considered and finally shrugged, sighing. "Fine. Just be careful with Fitz, okay? He scares easy and he's kind of nervy. Be gentle with him."

"I will endeavor not to frighten him." He reassured her. He activated his engine and levitated up into the air, then hovered back down to street level where Fitz was literally bouncing on his heels in anticipation. Was it wrong of him to find that rather endearing? This was practically a humanized, geeky version of the Autobot Bluestreak and it really was rather adorable.

He landed in front of Fitz and let the S.H.I.E.L.D techie run hyperactive circles around him with a camera and scanner.

"Hey! Can I get a sample of your Energon so Simmons can study it? She's been begging for a sample since she heard about your kind. I mean, she's gotten samples from mines and stuff but never a sample from a live Cybertronian. Can I? Please, please, please?"

Galvatron sighed. "Alright, alright. Do you have something to obtain it with?" Primus, it was like dealing with a sparkling. "Or do I have to contact Ratchet for one of his giant needles of death?"

Fitz grinned and pulled out a specialized hypodermic needle with a diamond tip. He skirted around the sentient aircraft, searching for a place to drive it in, but came up empty-handed after five minutes of intense searching. In vehicle mode, a Cybertronian's armor plating covered all exposed lines and proto-form in order to protect it from planetary elements and space phenomena like nebulas and ion storms.

Galvatron gave him a warning to stand back and dramatically reverted out of his vehicular disguise, towering over the ecstatic and awed agent like a titan from mythology.

Fitz squealed again as he gazed up at the black and purple giant, and Galvatron was surprised to find it wasn't out of fright but _glee_. Widow had told him that Fitz was rather nervy and easily scared, so perhaps she had simply underestimated his bravery in the face of sentient living technology from another planet and the chance to learn something fascinating about said living technology.

Wow. That….actually sounded strangely plausible when he thought about it.

He knelt down and extended an arm so Fitz could reach the exposed Energon line. He hardly felt the tiny hypodermic pierce the line and in only a second or two the techie had his sample.

Fitz sprinted back to one of the convoy vehicles, shouting back at him: "Thanks! You're amazing! She's gonna love this! Be prepared to get spammed with thank-you messages from her for the next week!"

Wasp giggled at the pleased smile on the mech's face. He clearly enjoyed not having people run screaming from him and getting a spastic, friendly techie like Fitz on his side might come in handy later on. Befriending S.H.I.L.E.D agents was typically a pretty hard task due to their suspicion. Fitz would spread a good word about him among the other agents and help his reputation with Hill.

"Come on. We'd better get back. Or if you want to you can guard the convoy from the air and make sure it gets to its destination in once piece." Cap offered.

Galvatron readily agreed, along with Clint and Ms. Marvel. They would provide aerial cover if anything else should go wrong during the remainder of the journey. Everyone else would return to base and monitor for trouble elsewhere in the city.

Clint revved his skycyle's engine and Ms. Marvel hovered above the villain-occupied convoy vehicle. The mech reverted back to vehicle mode and joined them, letting his engine idle until the convoy was ready to depart.

"You're good to go, Wu. We've got your back." Ms. Marvel told him over her ID card.

The vehicles below them shuddered as their massive engines roared to life and started off down the street single file. The three Avengers took off after them, maintaining a sharp look-out for signs or hints of trouble. Galvatron detected nothing on his onboard scanners, so he let himself relax a little.

Hawkeye struck up conversation with him right away. "Looks like you got yourself a fan already. Nice work."

Ms. Marvel smiled at the uncomfortable stutter of Galvatron's engine. His personality had completely changed since his possession by Unicron. Previously egotistical and with a temper to rival the Hulk's he was now toned down and surprisingly modest concerning compliments directed at him. It was encouraging. Optimus would be pleased to hear of his progress.

"One S.H.I.E.L.D technician on my side is hardly applause-worthy, Barton." He argued.

"Not so." She argued. "Technically you've got two – Fitz _and_ Simmons. In regards to the 'evil mastermind with an underhanded goal' that Hill's probably trying to make you look like, that's impressive considering her rank. As Second-in-Command her words carry a lot of weight. Getting those two on your side just like that is a huge accomplishment."

"'Sides, you've got Fury, too." Hawkeye added. "That's the ace up your sleeve: if Hill gives you trouble, he'll defend you simply because we're vouching for you and he respects us. Well, most of us. I still don't think he likes me or the Hulk."

Below, the convoy made a right onto another street. Far ahead, the ocean could be seen shimmering dark turquoise. The destination of some of the prisoners was a large prison out in the middle of the bay called the Raft, while others would be taken to Ryker's Island Penitentiary – after all, the Wrecking Crew weren't the only captured prisoners being transferred.

[Those with the Wrecking Crew split off to Ryker's. Everyone else to the Raft. Avengers, you can pick who goes with whom. We'll wait for a decision if you need us to.] Wu relayed.

"I will accompany those heading to Ryker's." Galvatron told him. "If that is acceptable?"

He got the feeling Wu was smiling on his end. [Fine by me. Having a Cybertronian watch our backs there would be nice, frankly.]

"Then we'll head to the Raft with the others." Hawkeye finalized. He turned to the sentient aircraft at his side, winking. "Have fun. Ryker's is where a lot of Spidey's bad guys are housed. I got a rumor that he's on his way to help test some of the new security systems. Jameson's there to watch. Should be interesting."

And with that, he revved his skycycle's engine and followed his batch of convoy vehicles with Ms. Marvel behind him, the energy manipulator turning and giving him an encouraging thumbs up and a wave back in his direction as she flew off.

OoooooooooooooooooooooooooooooooooooooOooooooooooooooooooooooooooooooooO

Personally the decision to accompany the Ryker's vehicles stemmed from the observation that Fitz was one of the agents in that particular bunch. One look at the man told him he didn't know how to fight very well, if at all – he was skinny and lanky and almost klutzy in appearance. Simple reasoning told him he was only there to ensure that the power-dampening cuffs didn't fail.

He was rather surprised himself how protective he had become of the planet's dominant species, whereas before he hadn't cared one way or the other. But he was different now, a defender instead of an assaulter.

Fitz kept up a steady stream of comments and questions for him as they continued along. Some of the questions were so technical in nature that he had to confess he couldn't answer them. Wu tried to keep Fitz from pestering the Cybertronian out of politeness, but was surprised to find that Galvatron didn't mind answering.

Galvatron was so busy answering a question that he almost didn't notice the spot of movement on his scanners until too late. He exclaimed incoherently and wheeled around at the last second.

And wound up with a red and blue costumed human impacting into his front end with a loud _WHH-THUNK_ that honestly sounded quite painful to him.

[What's wrong? What happened? Are you okay?] Fitz demanded worriedly.

He was relieved and astonished to hear the mech chuckle. "I am fine, Agent Fitz. It would seem I have picked up an accidental hitchhiker who was trying to surprise me. I can only hope said hitchhiker is uninjured as well."

On cue, his hitchhiker groaned: "Owwww." He struggled up to a better position, rubbing his head with one hand while keeping another and his feet on his vehicle mode.

Galvatron was amazed that he hadn't just slid off and fallen to the streets below on impact, but his hands and feet stuck to his armor like little magnets. And the intricate web designs indicated who this was and why that had hadn't happened.

"Spider-Man? Are you alright?" He asked.

The wall-crawler continued rubbing his head, groaning out his reply: "Remind me _never_ to do that again. I can already feel a bump forming, and I just know I'm gonna have spectacular bruises by the end of today. Dunno how I'm gonna explain _those_ to Aunt May. 'Oh! Hey Aunt May! Those bruises are because I whacked into a giant vehicle-formed alien robot while trying to hitch a ride from him! No biggie!'!"

Galvatron sighed in relief. If he'd been out of vehicle mode he would've been smiling. This young man had just rammed into him, had accidently hurt himself in the process, and he was still being humorous and silly regardless of the dull ache his mild injuries were causing him. That was remarkably admirable.

[Hehe. Guess you found Midtown's resident web-spinner.] Wu guessed in a voice that betrayed he was grinning.

"I was going to ask for a ride formally, but you're probably upset at me now." Spider-Man stated abashedly.

"What? Upset? I'm not upset." Galvatron argued. "I'm thankful you are more or less unharmed from that stunt to be frank. You are more than welcome to a free ride to Ryker's. Hawkeye mentioned to me that you were heading there."

"Really?! You mean it?! Thanks!" He replied happily.

He clambered up and scrambled over and onto his canopy, making himself comfortable right smack in the center. He hunkered down with his hands sticking to the aircraft's grey armor to keep him from falling. At least Galvatron didn't have to worry about him losing his grip.

"Consider it my returning the favor for your friendliness towards me on Cybertron, even after all I had done." He said as he started off after the convoy.

Spider-Man's laughter was the most cheerful, spark-lifting thing he'd heard in his long life. Young and care-free and unrestrained, it was the laughter of a pleased child without a care in the world, happy to simply make _others_ happy. "Aw, you're welcome. I'm just a naturally friendly person."

"So it would seem." He chuckled. The hero's mask hid it well, but he could almost feel the warmth from the smile he had on his face.

Something seemed to snap in him emotionally. That warmth reminded him so much of Orion; back when warfare hadn't corrupted his innocent spark, back when they'd been friends working towards a common goal. He shuddered at the uncanny likeness.

"Hey…are you alright?" Spider-Man murmured reaching a hand further up and placing it above, where he assumed, the alien's spark chamber would be located. His simple touch helped to soothe the suddenly upset mech.

"Nothing. I'm fine." He replied, shaking off the quaver in his voice. "Thank you, though. For your kindness."

The wall-crawler pulled back with a friendly nod. "No problem."

They arrived at Ryker's Island Penitentiary without further incident. The convoy vehicles disgorged their occupants and the S.H.I.E.L.D officers set about escorting them inside through security much to the Wrecking Crew's chagrin and annoyance.

Spider-Man thanked Galvatron once more and nimbly leapt off, permitting the sentient aircraft to activate his holo-form and observe the fruits of his labor. It was satisfying to see these criminals off the street. Wrecker and his lackeys were a significant danger to innocents. As for Spider-Man's captured villains that had also been in the vehicles – they looked just as dangerous.

"Come on in if you want!" Spider-Man offered. "I'm gonna make JJ blow his top. You'll love it!"

He strolled inside via the ceiling instead of the floor. It was disorienting to observe for someone who had never seen his powers used so casually – he was literally walking upside-down as though he was walking right side-up!

"I'm betting what you are doing right now causes more than a few turned heads here."

"What? My walking on the ceiling? Psh. Nah. I do this all the time!" He chirped with a short laugh. "Still haven't figured out how I don't get dizzy, though."

"No, not that specifically. I meant your going into a maximum security prison where many of your enemies are incarcerated. I understand is it to help test the security systems, but….even you must appreciate the risk involved. Should a break-out occur – ?"

The wall-crawler nodded grimly. "That's why I'm helping test the security systems that Stark Industries set up – the place switched suppliers once it was found out that Green Goblin was the CEO of Oscorp. If _I_ can't get out then it means _they_ can't get out. I do this pretty frequently, anyway. I'm well known to the staff."

As he said this, a twenty-ish year old female warden strolled down the hall and stopped to greet him. "Hey Spidey! Here for another 'dungeon run', huh? I swear you're going to give Jameson an ulcer before long. Who's your friend?"

Galvatron lowered his gaze rather shyly.

Spider-Man came to his rescue. "Oh! Hey Amanda! This is Galvatron. He's the Avengers' new guy and he offered to protect the convoy on its way here. He even offered me a lift so I didn't waste my web-fluid. And you wanna know the best part? This is just a hard-light hologram – he's really a giant robot. How cool is that?"

Amanda smiled amiably at him. "Nice to meet you. I hope you'll do your best to keep web-head here out of trouble for us. We're pretty certain he does these partly to annoy Jameson when he comes to observe – it's his way of one-upping him without actually getting in his face to do it." She giggled. "Best of luck with the run!"

She waved back at them as she continued down the hall to wherever her destination was.

"Like I said – I'm well known here." Spider-Man repeated with a certain amount of pride. Galvatron smiled faintly up at him. He was rather like Wasp in a way – constantly upbeat and energetic in whatever he did, and possessing a certain, harmlessly brash confidence that complimented his young age.

They turned a few more corners and arrived in a large central control room filled with live camera feed screens. Standing in the middle of the room was a tall man with crisp salt-and-pepper hair wearing a white shirt and tan slacks, his back to them. Monitors sat at various screens around the circular room.

"Oh JJ!" Spider-Man sang innocently, dropping from the ceiling to the floor. "I'm here!"

The man whipped around in an instant, fastening on the wall-crawler with glare that seemed oddly pleased. He grinned maliciously.

"About time!" Jameson said contemptuously. Then he seemed to finally take notice of Spider-Man's dark companion. "Oh don't tell me he has a partner now!" He complained.

Galvatron was liking this man less and less by the second. He was blustering and overbearing and rude and rubbed him up the wrong way the more he spoke. How in the name of the Allspark did the youngster put up with him?

"Respect is a word you clearly do not know." Galvatron snarled, his own anger inadvertently conjuring his energy blade. Jameson took a step back. "This young man risks his own life daily to ensure that innocents are not harmed and all you can do is berate him."

The wall-crawler laid a hand on him in an effort to calm him down. "Easy big buy. Take it easy."

Galvatron growled and dismissed the blade with a glare at Jameson.

"Hmph. What have I been saying all along about vigilantes? They're just as dangerous as criminals, and he proves it! Both of you prove it!" Jameson snorted. "I wouldn't be surprised if he's –" He pointed at Galvatron. "A former supervillain himself!"

It took all of his willpower for Galvatron not to charge forward and toss the man to the ground. Oh, it was so tempting. But doing that would simply add fuel to Jameson's fire, and it wouldn't help his reputation he was trying to build.

"Why don't you come with me, Galv?" Spider-Man hastily offered, more or less grabbing his arm and dragging out of the control room.

As soon as they were out of ear shot of the control room and on their way to the cell the young man was assigned to the holo-form snarled viciously and demanded: "How do you put up with him?"

"By making him look like a total sucker and managing to escape a supposedly impervious prison cell." He replied lightly. "And also sometimes taking out every single escaped baddie if a break-out occurs. You know – the usual. Ticking him off is the best sport ever invented if you ask me."

Galvatron eyed him with no small amount of wonder in his red eyes. If this is what the young man called 'the usual'….But he could understand the pleasure in ticking someone like Jameson off.

"Besides, I really could use the help if that ends up happening." Spider-Man admitted honestly.

He reached the simple cell. Someone from the control room wirelessly unlocked and opened the door, and with a strange sense of humorous finality it slammed shut, leaving the holo-form staring at a white metal door with no windows to the inside.

"How in the world does he expect to escape from that?" Galvatron wondered idly to himself. He'd briefly glimpsed the inside and the walls and floors were bare with no seams to exposed wiring, and only a single security camera silently observing from an upper corner. Vents in the room would no doubt release a knockout gas. Not even the simple furniture could be exploited – they were bolted to the floor.

If he pulled this off then he would officially call the young hero an escape artist to rival Houdini.

Despite being locked in a cell he was still allowed to use his communicator to speak with Galvatron. No one thought it unusual, and the topic of conversation had nothing to do with the escape – he was just telling him about the various inmates the holo-form should be aware of and how best to beat them should a break-out occur. It was literally idle strategic talk to pass the time and keep Galvatron from getting restless.

After all, he was there merely to assist if things went wrong. He was the back-up.

In the control room, Jameson was getting more and more pleased. Almost an hour had passed and the wall-crawling menace hadn't made a move. It was looking like he was stuck there this time around. Stark tech was clearly un-manipulatable and far more reliable.

Then Spider-Man turned to face the camera and fired off a thick glob of sticky webbing, whiting out of the screen and hiding his next actions from prying eyes.

Unseen by Jameson, one of the monitor-watchers grinned triumphantly. "He's started his run."

**Author's Note: Hey guys! Here's a look at chapter two of the sequel! I did a nod to Agents of S.H.I.E.L.D by sticking Fitz and Simmons in! *smiles* I just love those two, and you will be seeing more of them – plus Coulson and maybe Mae. I will only be using **_**those**__**characters**_** though – the Cinematic Universe is **_**very**_** different from the EMH Universe. **


	4. Chapter 3: Protector

**Autobots, Assemble!**

**Part 2:**

**Galvatron Rising**

**Chapter 3**

Galvatron was immediately on alert the instant the wall-crawler went dead silent. He couldn't see what was going on inside, and all he could hear over the comm. channel he had set up with him was the sound of him completely emptying his web shooters. He had no idea what the young man was up to in there.

Two uniformed guards rushed down the hall. One of them held some sort of laser cutter device, which told him that Spider-Man had somehow shorted out the circuits that controlled the door. To get in they would have to cut it open.

But a laser would take too long. Galvatron had a better option in mind. He wouldn't be here all the time to help with situations like this, but he was there now.

"Get back." He advised. Both guards nodded and stepped away obediently. They watched in round-eyed wonder as the man summoned a blade of energy and drove it into the thick metal of the door, carving out an entrance for them to use in a matter of seconds.

All three of them stared at the strange sight within the cell. Every inch of the interior walls, floor, and ceiling was absolutely covered in webbing. On certain sections of wall and ceiling there were huge web cocoons. If Galvatron had to guess, those cocoons were undoubtedly full to bursting with knockout gas.

Before he could cry out a warning to the guards to not touch anything, one of the guards poked at a cocoon with his nightstick and ruptured it, releasing a cloud of knockout gas that rendered both guards unconscious. Spider-Man scrambled out of the cell and leapt onto the ceiling, unaffected by the gas via the simple method of holding his breath until he was clear of it.

Lucky for him that holo-forms were unaffected by instant anesthetic – they were hard-light energy projections. They had nervous systems, but only to a certain extent. Maybe the user might be susceptible if the right chemicals were used, but not the projection itself.

"Come on! Move it!" He shouted.

The incentive to do as he said came when a bulkhead behind him slammed down to block off a hallway. It was pretty obvious that the prison was going into lockdown to keep Spider-Man from escaping. If he didn't start moving _right now_ he would be trapped like an insect in a jar.

He broke into a run and flapped his wings to get airborne. All _he_ had to do to get out was simply dismiss his holo-form, but he wasn't about to leave the boy all on his own in a prison holding a significant number of his arch enemies. That wouldn't be right, and he had promised to help him if things went south.

Bulkhead doors continued to slam down as they fled through the prison halls, forcing them into side corridors or else blocking them entirely. Having a map of the prison made it fairly obvious that they were being forced into a corner in the form of a dead end – the main prison block. There were only two means of egress from that area of the prison, and each would be locked down the very moment they got there.

With one final loud slam of a bulkhead they arrived at the main prison block. Rows of cells lined the walls and almost all of them were occupied.

"Hey! It's the web creep!" A burly man in a titanium body suit stylized to resemble the Earth animal _Rhinocerotidae_ – this was the bruiser villain called Rhino. "And he's got a buddy with him!"

"How nice of you to drop in for a visit, arachnid." Another prisoner purred farther along the cell block. Despite not having his mechanical arms, there was no mistaking Doctor Octopus's unique voice print and appearance.

Having so many angry foes in one room was enough to make Galvatron extremely protective of Spider-Man. He flared his wings out and activated both his shield and his energy blade in an effort to make himself look a lot more intimidating. It wasn't a threat display – it was simply him relying on intimidation factor to make the villains focus on him rather than his smaller companion.

"Stay behind me." He ordered.

"Galv, relax. Those cells are locked tight. They aren't getting out." Spider-Man reassured the agitated holo-form. It seemed to work a little, but he still looked watchful of his surroundings. His red eyes flicked around constantly.

If Peter hadn't known any better he would've labeled the former Kaonian gladiator as paranoid. Or perhaps he just had an acute understanding of the concept of Murphy's Law. Personally he was leaning towards the second option.

A closer examination of his behavior showed that it wasn't paranoia, though – far from it. His watchful red eyes were summing up the occupants of each cell and rapidly formulating battle strategies for each based on the information Spider-Man had provided him earlier coupled with his own observations.

"Well lookee here. The bug's got himself a bodyguard." A prisoner with a thick Southern accent sneered.

Spider-Man retorted back sharply: "Bodyguard? Not even close, Shocker. He's an _Avenger_."

Shocker went dead silent. So did every other prisoner. They were used to dealing with the wall-crawler. They were not, however, used to dealing with Avengers, even if that Avenger was technically on his own. A few of them knew the Avengers roster, and this guy wasn't ringing any bells of recognition to them, either.

A raspy, haunting laugh wafted around the prison block, coming from behind them.

"So this is the mighty Galvatron, is it? Such a pity to see the great and powerful Megatron reduced to this pathetic state."

It took all of Galvatron's willpower and a restraining hand from the wall-crawler to keep the holo-form from lashing out at the occupied cell in a blind fury. This resulted in the green-and-purple clothed, masked occupant giving another rasping laugh.

"Goblin, leave him alone." Spider-Man snarled. "He's not Megatron anymore."

Green Goblin laughed again, casting a twisted smile towards them both. "Names are just like masks, Spider-Man. They can be changed and altered, but they cannot hide what is inside forever. His name may be different, but all anyone else will see is Megatron. He will never truly be accepted – not here, not anywhere."

The fight seemed to go out of the Avenger. All of his wrath simply faded to be replaced by a hurt look. His wings drooped.

"Don't listen to him. You know that's not true."

Galvatron's red eyes flashed as his internal fire was stoked by the words. He stormed over to the cell and slammed his shield against the energized cell bars. "Give me one good reason why I shouldn't rip you apart, Osborn. _I'm. Not. Megatron_. I've _changed_."

"But have you? You are threatening to end me. Have you _really_ changed or have you merely changed allegiances?"

Despite the sneer in the Green Goblin's voice there was an uncomfortable nuance of brutal truth in his words. He was a madman, but he was speaking harsh truths to him in the same way a sane man would. An intelligent lunatic was the most dangerous kind. One who could mess with his victim's mind was even more dangerous.

"Come on. Let's get outta here."

They started off down the long expanse of the cell block wordlessly. Behind them, Goblin let out another of his raspy, haunting, insane laughs. This was cut off by the sound of the energy barriers sputtering out and failing. It made both of them stop cold and tense.

In the control room, one of the monitors was frantically trying to partially undo the lockdown procedures. Jameson, on the other hand, seemed far too happy about this turn of events. Those poor guys were trapped in a room with multiple dangerous criminals. They were goners if they stayed there.

Another operator was trying to figure out what had caused the energy barriers to fail so suddenly. From the looks of things it was a hacker, but that hacker was long gone now. All they'd been aiming to do was disable the energy barriers.

"Ha! I'd like to see them get out of _that_ mess!" Jameson smiled maliciously. Two vigilantes against the entirety of Ryker's Island was a fight they couldn't win. Then again, the wall-crawling menace had managed such a feat before on his own….Blast it!

The first monitor activated the public address system in the cell block and spoke: "Guys! Head for the exit! I'll open up bulkheads when you need it! Just get out of there! I'll do what I can to slow them all down!"

He watched from the security feed as the wall-crawler bolted for the exit. Galvatron, however, bravely assumed a battle stance and turned to face the mass of supervillains, sword and shield at the ready. To the observing monitor he seemed stupidly courageous.

To Jameson he was just plain crazy. And this particular brand of crazy he could appreciate. This guy was a total nutcase!

All of the villains walked towards the lone Avenger with cruel smirks and sick grins. Beating up the wall-crawler was fun to be sure, but beating up an Avenger? Chances like that didn't come your way every day. This was something they could actually brag about.

Rhino bellowed and charged him like an angry bull, lowering his head so his horn could impale him dead in the chest. To his annoyance it ended up hitting the guy's shield, but the sheer force of the impact sent him skidding backwards a good ten feet. He steadied himself and resumed a defensive stance almost right away.

He just had to buy the boy some time to get a safe distance away. Then he would rejoin him. He didn't need to worry about being killed like this. It was just a projection, and any amount of pain inflicted on it he could handle.

Even _if_ that pain and the injuries transferred back to its user upon it's being dismissed or destroyed due to the holo-form being wirelessly linked to the user's sensory network. But every hit he took was one less that the boy had to. That made it bearable.

"You wish to battle a gladiator? So be it."

He snarled and rushed at Rhino. His energy blade was literally sparking from his controlled rage and the strength of its glow rivaled a small star. Rhino stomped his feet and charged again in the same manner as before. Just before Rhino reached him he spun to the side and slashed at his head.

With an ominous clatter Rhino's severed horn dropped to the ground. In response, the burly villain backed away with wide frightened eyes. His whole behavior was that of a scared animal.

"Who's next?" He challenged, growling.

'_Behind you!_'

Before he had time to question the familiar voice that just shouted a warning to him inside his head something hit him from behind – hard. The attacker's strength was significant enough to send him crashing painfully into a cement wall. It felt a lot like heavily compacted silicates from the grainy texture it possessed. He looked behind to see who or what had just ambushed him.

A heavily built muscular man made entirely of shifting sand stood there gloating. One of his hands was shaped like a giant hammer. As he watched it shrank and morphed back into a regular hand and his body solidified like clay hardening in a kiln.

He tried to get up only to have the man pound him again and again with another hardened sand hammer.

"Why don't you put him out of his misery, Sandman?" Green Goblin suggested, his mouth contorted in a twisted grin. He chuckled hoarsely. "Then we can go after the main event."

"Lay…one hand…on him….and I'll tear you apart…" Galvatron snarled out weakly. He could barely move thanks to his overloaded pain receptors, and the pain would only get worse if he dismissed the holo-form now. Its optical receptors were already beginning to malfunction. Darkness encroached on his vision, but he refused to let the holo-form vanish in order to repair.

If they wanted him gone they would have to destroy it – dismiss it by force. And doing so would give Spider-Man just that much more time to escape. That was all that mattered to him.

Sandman morphed both hands into spiked maces, raising them over the prone Avenger. Just for a split second Galvatron saw hesitation in his eyes, hesitation that a true villain would never have shown. Then he brought both weapons down on top of him.

Shocker uttered a startled curse when the Avenger flickered and vanished as though he had never been there at all. "What the hell? Where'd he go?"

"It matters little." Doctor Octopus dismissed casually. "He will not be back for some time. It will take time for the hard-light hologram to reconstruct. And by that time it will be too late for him to save his newfound friend."

Pain was the first thing he felt when the holo-form was destroyed. Intense, agonizing pain the likes of which he hadn't felt in a long time raced up and down his entire tactile sensor network. It felt like Grimlock and his Dinobots had decided to use him as a training dummy. Only centuries of mental and physical conditioning kept him from howling out his pain to the general population of New York City.

He tried to shift out of vehicle mode. He managed – barely. His overloaded pain receptors forced him to his knees. His optics kept fritzing out and blacking out his vision intermittently, and tiny droplets of still-warm Energon dripped onto the cement. As he had suspected, the beating the holo-form had taken had transferred over to him.

A wiser mech would have understood that he was in no condition to moving lest he risk furthering his injuries. This reformed mech was not one listen to common sense when an ally was in danger. Despite his deplorable physical condition he struggled back to his feet unsteadily, intakes ragged and short as he tried to steady himself.

But he couldn't manage it. His legs gave out and he stumbled back onto the pavement cursing the limitations of his own body. Blackness began to seep into his vision as unconsciousness loomed ever closer, and a familiar voice whispered into his mind comfortingly:

'_Rest now, child. I will personally ensure he comes to no harm._'

His last action before slipping into the welcomingly pain-free darkness was a gratefully mumbled thank you.

Spider-Man was in the middle of laying another web trap when his web shooters went dry. He reached for another cartridge to find that he was out of spares. He'd wasted all of them on the cell and what had remained he had used on other web traps through the hallways.

Now he was without a means of immediate defense or offense. He could fight hand-to-hand, but that would only work for so long against big villains like Ox and Rhino and durable villains like Kraven. Agility and speed only took you so far.

And from the sounds of things they were getting closer. There weren't as many voices though – that meant at least a few of them had been captured in the traps.

Just as he rounded a corner he bumped into someone accidently. It looked like an Asgardian man in all white and gold armor complete with a winged helm. He carried both a small plate shield and a longsword. Gold eyes twinkled like miniature suns. White wings beautifully complimented his armor.

The young hero jumped back with a yip of surprise, latching onto one of the walls. "Who're you? Wait…Where's Galv?" Behind his mask was a worried frown that betrayed his rapidly rising panic. "Where's Galv? Is he okay?!"

"Calm down, young man. He is not in any danger. He holds your safety as more of a priority than his own, you know. That is why he allowed the escaped convicts to attack his holo-form until it dissipated – he was buying you time to get farther away and call for help." The Asgardian spoke softly and soothingly.

He sensed the hero's heart rate skyrocket. No doubt he was holding himself personally accountable for leaving him on his own like that and was worried sick about his friend's possible condition. Admirable if perhaps a little misguided.

"I need to get to him. You have to help me retake the prison. If they get out, Gobby will go after him! I can't let that happen! I was responsible for him while he was here!" Spider-Man argued. "So it's my responsibility to make sure he doesn't get hurt!"

"Then perhaps these will be of use to you?"

He extended an open hand in which sat five fully loaded cartridges of web fluid. The young hero stared at him in shocked silence for a moment before taking them and starting off. When he turned around to thank the winged Asgardian he was stunned to find no one there.

"Um…Thank you?" He called out down the empty hallway in the hopes the friendly warrior would hear him. All he got was a faint echo of his own voice in reply.

Jameson and the monitors had watched this strange exchange in total confusion. One minute Mr. White Wings had been there and the next he had faded out of existence like an apparition. Their best guess as to what the stranger had been was another holo-form. Whose was it though?

Recovering from his shock, Jameson growled in aggravation. "Are you kidding me?! He was completely out of his blasted webs and this guy just waltzes in and hands him more! Is luck always going to be on that menace's side?!"

His answer came when three villains accidently activated one of the web traps that Spider-Man had set up. Mysterio, Ox, and Shocker were all snagged in a web net and suspended from the ceiling. They saw this happen with two other villains on another screen – Ricochet and Vulture.

"Huh. Well that's funny." One monitor murmured. "Whoever hacked the cells open only hacked the ones in the cell block Spidey and his friend were in. All the others in the remaining cell blocks weren't tampered with. They were being targeted purposefully. But who by?"

Asking why would've been silly. Why did a villain do anything?

Jameson sighed. "I didn't want to have to do this, but…." He reached into his pocket and pulled out a cell phone, searched through the list of contacts and chose, putting the phone to his ear. "Stark? We…ah…have a situation at Ryker's that…requires your expertise."

A few minutes of hesitant explanations later and he put the cell phone back in his pocket. "He's on his way."

"Let's just hope the kid lasts until then." A monitor said grimly, pointing to a screen that showed a group of villains led by Hammerhead and Silvermane with Green Goblin right behind them. The villains had finally figured out how to avoid the traps some of their fellow convicts were now ensnared in, but they hadn't bothered to help them down. Which was not unexpected.

They were far too focused on catching up to Spider-Man.

Slowly, very slowly, noise began to filter into the unconscious mech's audials and light and color filtered back into his optics. He was still sore and his whole body ached, but he strangely felt a little better than when he'd actually fallen unconscious.

The vague noises his audials were detecting turned out to be voices – concerned voices. Some he recognized and some he didn't. Those he did recognize belonged to Cap, Vision, Ant-Man, and Ms. Marvel. Each of them sounded worried yet relieved to see him coming to. All the other voices he assumed were either prison personnel or police officers.

Then he remembered what he was doing out here and why he was so sore. He got to his feet and began limping towards the prison. He barely paid the shocked and awed law enforcement officers any mind.

"Whoa, whoa, whoa!" Ms. Marvel shouted, zipping up and hovering in front of him. He stopped in his tracks. "Where do you think you're going? Sit down and let Vision finish his repairs! Just look at you! You can barely walk!"

"What happened in there?" Cap demanded. Then he shook his head. "No better question: What the heck happened to _you?_ You look like you got trampled by a stampede of Dinobots!"

Galvatron didn't answer, ignoring both of them and continuing on. He was not about to break his word about keeping the young hero safe. He'd said he'd be there to help him and he would keep his word even if it slagging killed him.

An ambulance siren droned, heralding the arrival of a familiar paramedic and her Autobot protector. Instinct made him turn his head to look – and he instantly regretted doing so. Jane had a look on her face that was downright _murderous_. Ratchet had barely finished shifting out of vehicle mode before Jane began her approach, and he didn't even _attempt_ to stop her.

To him that was the most terrifying bit. It looked like some of Ratchet's personality had rubbed off on her at long last.

"You. Back here. Now." She ordered, jerking her finger at him and then back at the ground get the message across. Her tone was one she often used on disobedient teenagers who had a habit of getting in over their heads and who believed going back to stunt biking with a leg in a boot cast was an intelligent choice.

Arguing back at her would basically be the same thing as condemning himself to a slow, painful demise via torture by a Predacon with anger management issues. He was durable as Cybertronians went, but not _that_ durable.

Sighing in defeat he dutifully turned back around and made his way over to the human paramedic and Autobot field medic. He did not hide his worry from either healer. They probably already knew he was worried about his newfound friend. Having someone openly offer supportive friendship even after all he had done was something he plainly didn't want to lose.

Jane quickly set to work on running a diagnostic scan of his sensory network while Ratchet patched up some of the tiny leaks that his internal repair systems hadn't sealed. Vision did his best to act as a comforting factor to him, explaining that Spider-Man had managed to make it outside with no injuries and that the young hero was worried sick about him and coming to check in while Iron Man remotely took control of the prison complex with help from Jarvis and the control room personnel.

Right on cue Spider-Man's voice cried out: "Galv! Oh God, are you okay?! I'm so sorry I left you like that! I thought you were following behind me!"

He swung down onto a lamp post and lowered down on a thick strand of webbing, cutting it off to land right beside him.

Galvatron shook his head. "You place blame when and where there is none to place. I elected to stay behind in the cell block to buy you time. I can survive attacks that would have killed you. I gave you my word that I would assist and I did."

"Yeah, but….Putting yourself in harm's way like that? You didn't have to do that. I would've felt a lot better if you'd come with me. I was responsible for you while you were here and you got hurt because I wasn't there to help you. This…you getting hurt is all my fault. If I'd turned around to check right away none of this would've happened!"

It was hard for him to decide if this boy had a bleeding heart to rival Optimus's or a heart of solid gold. This young hero was torn up inside over one little forgivable error in judgement. Whoever had taught him the morals of being a hero had done almost _too_ good a job.

"Spidey, chill." A police officer said. "Iron Man's got the prison under control and the rest of the Avengers are going through the prison and dealing with the escapees that you didn't take out. This is _not_ all your fault, kid. Someone hacked those cells and let those crooks come after you."

This did little to ease Spider-Man's own conscious guilt. He still felt responsible for Galvatron's injuries, and it was pretty clear that nothing said would change that. His head hung, eyes cast downward.

The young hero jumped when he felt his head lifted back up by a single large metal digit. Red optics appraised him with a surprising amount of concealed emotion. He looked…_hurt_, but it was a hurt not related to his injuries.

"You are so much like Orion."

"….I still think it's my fault."

Galvatron snorted. Spider-Man wasn't guilt-tripping him – he was guilt-tripping himself. This boy needed a reality check before he angst-ed himself into depression. How could he possibly view this whole debacle as his fault and his fault alone? He'd done what he could to help _contain_ the situation for Primus's sake! None of the convicts had gotten outside!

Cap took notice of the glance tossed at him and smiled. That look was somewhere between pleading and holy-frag-straighten-this-kid's-skewed-logic-out demanding. He was starting to get a sense of what the old Megatron had been like. Forceful, but with deep-down good intentions.

Something had caused that personality to be warped and twisted vastly out of shape before the War on Cybertron. What could cause such a plainly protective mech who would willingly take a beating in order to protect someone else to turn into an egomaniacal monster hell-bent on killing anyone who tried to get in his way? Those were all questions for later, though.

Right now he had to convince this kid to stop beating himself up.

He nodded comprehension and walked over to the young hero. Spider-Man tensed as he detected the approach, though relaxing when he looked back and saw there no danger he needed to avoid. His mistake was that he turned back around.

He yipped when the soldier lightly smacked him upside the head. "Stop blaming yourself. None of this is your fault, and you're beating a dead horse by continuing to believe that. He's forgiven you even if he hasn't outright said it. That mech is more durable than you give him credit for and about a hundred times more stubborn than Hawkeye. You could've told him, even ordered him to follow you and he would've ignored it. It's like trying to give a cat orders."

"I…" Spider-Man tried to speak but words refused to form at first. "Yeah, you're right. I'll go see if I can cheer him up or something. Least I can do for getting him bashed up like that."

**Author's Note: Okay, guys. Before the flamewars start, let me straighten two things out. Firstly, this is not a budding bromance between these three, nor will a bromance form between any of my characters. In the series it was put out there that Orion Pax and Megatronous were good friends before their idealistic divide. FoxBear on DeviantArt made a very good statement – those two were like brothers in the way they interacted. **

** Secondly, I stick solely to logical head canon and actual canon **_**from the shows**_**. I do not own the Covenant of Primus, nor do I read the comics of either franchise. It enables me to keep everyone in character while allowing for suitable drama – something you guys tend to appreciate with me. Go look up FoxBear on DA or here on if you need proof of their friendship. She is the goddess of Transformers: Prime fanfictions. **_**WORSHIP HER**_**. O.O **

** I like to think that Galvatron sees a bit of the more innocent and curious Orion Pax in Spider-Man and more than a bit of the stern yet gentle Optimus in Cap, and I think he's the one most likely to freely give advice if asked for it because of that trait. My fanfic, my logical head canon – BITE ME. **

** Seriously, I'm debating doing an in-depth character analysis of the reformed Galvatron after I give him time to grow in this series. I find the idea suddenly very tempting…..**


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